Terms and Conditions (Services)
These General Terms and Conditions shall apply to the Service Offer between SGC and the Client in relation to the supply of Services. In the event of any conflict between these General Terms and Conditions and the terms and conditions in the Service Offer, these General Terms and Conditions shall prevail.
1. Definitions and Interpretation
1.1 In this Agreement, unless the context requires otherwise:
“Affiliate” of a party means any entity which directly or indirectly owns or controls, is directly or indirectly owned or controlled by, or is under common ownership or control with that party. For the purpose of the definition of “Affiliate”, “control” means owning more than fifty per cent (50%) of the voting shares or capital in the other entity;
“Agreement” means these General Terms and Conditions and the terms and conditions in the Service Offer;
“Business Day” means a day on which banks are ordinarily open for business in Singapore excluding Saturdays, Sundays and public holidays;
“Client” means the company, organization, entity, partnership, society, association or individual as set out in the Service Offer;
“Confidential Information” means any information which has been designated as confidential by either party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including information the disclosure of which would, or would be likely to, prejudice the party disclosing such information. Confidential Information shall not include information which is (a) in the public domain at the time of disclosure (other than by breach of Clause 9 (Confidentiality) of this Agreement; (b) in the possession of the receiving party, without restriction as to its disclosure, before receiving it from the disclosing party; (c) is received from a third party (who lawfully acquired it) without restriction as to its disclosure, or (d) is independently developed without access to the Confidential Information;
“Effective Date” is the date this Agreement comes into effect as set out in the Service Offer;
“Force Majeure” means any event or occurrence beyond the reasonable control of a party and that could not have been reasonably anticipated or avoided by a party, which prevents it from, or delays it in, performing its obligations under this Agreement including but not limited to acts of God, flood, earthquake or other natural disaster, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, epidemic or pandemic, fire or explosion, any labour dispute (including strikes, industrial action or lockouts) and any action taken by a government or public authority (including a failure to grant a necessary licence or consent or the imposition of an export restriction, import restriction, quote or other restriction);
“Intellectual Property Rights” means patents, inventions, trademarks, service marks, logos, design rights (whether registrable or otherwise), applications for any of the foregoing, copyright, database rights, domain names, trade or business names, moral rights and other similar rights or obligations whether registerable or not in any country (including but not limited to Singapore) and the right to sue for passing off;
“Services” means the services as mutually agreed between the parties and set out in the Service Offer to be provided by SGC to the Client;
“Service Fees” means the fees mutually agreed in writing between the parties in the Service Offer and payable by the Client to SGC;
“SGC” means the Singaporean-German Chamber of Industry and Commerce with its registered office at 25 International Business Park #03-105 German Centre Singapore 609916;
“SGC Materials” means all documents, materials, data, proprietary software (and the media on which they are each recorded) which are owned by SGC prior to this Agreement or which are subsequently created by SGC as a result of performing the Services;
“Term” has the meaning given to it in Clause 3 (Term) of this Agreement; and
“Third Party Expenses” means any and all costs and expenses incurred in engaging agents, sub-contractors or sub-suppliers to supply services and/or products as part of the Services;
1.2 The interpretation and construction of this Agreement shall be subject to the following provisions:
1.2.1 words importing the singular meaning include where the context so admits the plural meaning and vice versa;
1.2.2 a reference to a clause is a reference to the whole of that clause unless stated otherwise;
1.2.3 a reference to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or other similar instrument as may be amended from time to time;
1.2.4 the words ‘include’, ‘includes’ and ‘including’ are to be construed as if they were immediately followed by the words ‘without limitation’; and
1.2.5 the headings in this Agreement are for convenience only and shall not affect the interpretation or construction thereof.
2. Provision of services
2.1 In consideration of the Service Fees payable by the Client under this Agreement, SGC shall perform the Services in accordance with the terms and conditions of this Agreement.
2.2 SGC may make any changes to the Services which:
2.2.1 are necessary to comply with any applicable laws; or
2.2.2 do not materially affect the nature or quality of the Services,
and will notify the Client in advance of such changes as soon as reasonably practicable. For the avoidance of doubt, where changes to the Services are needed pursuant to Clause 2.2.1, the Client acknowledges and agrees that SGC may in such situations notify the Client only after the changes have been made.
This Agreement shall commence on the Effective Date and expires upon completion of the performance of the Services by SGC, unless it is earlier terminated in accordance with Clause 13 (Force Majeure), Clause 14 (Termination), Clause 15 (Conflict of Interest) or Clause 19 (Anti-Bribery and Corruption) of this Agreement or extended by mutual agreement in writing between the parties.
4. SGC’s Obligations
4.1 SGC shall:
4.1.1 perform the Services beginning on the Effective Date;
4.1.2 perform the Services with reasonable care and skill;
4.1.3 obtain and maintain all licences, permits and other consents required for its performance of the Services; and
4.1.4 comply with all applicable laws.
4.2 Where the Services to be provided by SGC include the organization of conferences, delegation trips or seminars, the Client agrees and acknowledges that:
4.2.1 SGC does not guarantee the attendance of any participant or attendee or any minimum number of participants or attendees; and
4.2.2 SGC may make changes to the schedules, details and contents of any programme including a change of venue without the prior consent of the Client insofar as such changes do not materially change the aim or purpose of such conferences, delegation trips or seminars.
4.3 Except as expressly provided herein, all other warranties, conditions or terms, including those implied by statute or common law are excluded to the fullest extent permitted by law.
4.4 The Client agrees and acknowledges that SGC does not provide any legal, tax or business advice and any information provided in this regard shall be taken as general information only. The Client shall always be responsible for seeking its own legal, tax and business advice.
5. Service Fees
5.1 Unless otherwise agreed in writing in the Service Offer, the Client shall pay to SGC the Service Fees for the Services in advance of the performance of the Services. The Service Fees are payable within fourteen (14) days of the date of an invoice issued by SGC and in the currency expressed in the invoice.
5.2 SGC reserves the right to increase the Service Fees at any time prior to the commencement of the Services by providing notice in writing to the Client in the event that:
5.2.1 there is a material increase in the costs of performance of the Services as a result of factors including foreign exchange rates fluctuation and Third Party Expenses;
5.2.2 the Client requests for a change in the date for the performance of the Services or scope of Services to be provided by SGC; or
5.2.3 there is a delay in the performance of the Services caused by the Client or failure of the Client to comply with its obligations in Clause 6 (Client’s Obligations).
5.3 Unless otherwise agreed in writing, the Service Fees are exclusive of any costs, disbursements and out-of-pocket expenses including but not limited to travel expenses and Third Party Expenses. The Client shall reimburse SGC for all such costs, disbursements and out-of-pocket expenses incurred in connection with the performance of the Services under this Agreement.
5.4 If the Client fails to pay the Service Fees on its due date, SGC may charge interest on the sums due at five per cent (5%) per month until such payment is made in full.
5.5 The Service Fees are exclusive of any applicable goods and services tax, value added tax or such similar tax which shall be borne by the Client.
5.6 Payment of the Service Fees shall be made without any discount, deduction, withholding, set-off or counterclaim. Where payment of the Service Fees is made by wire or bank transfer, the Client shall bear all wire or bank charges
6. Client’s Obligations
6.1 The Client shall provide to SGC:
6.1.1 reasonable access to the Client’s personnel; and
6.1.2 such information and assistance and ensure that such information is complete and accurate,
and in each case, as reasonably required to allow SGC to perform the Services.
6.2 The Client shall also:
6.2.1 co-operate with SGC and follow SGC’s reasonable instructions in relation to the performance of the Services; and
6.2.2 obtain and maintain all necessary licences, permits and other consents for the performance of the Services.
6.3 The Services are provided at the Client’s request and the Client is responsible for verifying that the Services are suitable for its own needs.
7. Failure of or delay in performance attributable to the Client
7.1 If SGC is prevented or delayed in performing the Services by any cause attributable to the Client including non-payment of the Service Fees, SGC (without prejudice to its other rights):
7.1.1 may suspend performance of the Services until the Client remedies its default;
7.1.2 shall not be liable for any costs or losses sustained by the Client as a result of such suspension; and
7.1.3 may charge the Client costs or losses incurred by SGC arising from the Client’s default subject to Clause 12 (Limitation of Liability).
8.1 SGC may assign, sub-contract or in any other manner transfer any of its obligations under this Agreement to agents, sub-contractors or sub-suppliers without the prior written consent of the Client. Such obligations include the provision of catering services, communication or marketing services, meeting rooms, speakers and photographers at an event.
8.2 SGC shall select such agents, sub-contractors or sub-suppliers with reasonable care. Notwithstanding the foregoing, the Client acknowledges and agrees that SGC has no control over the personnel, equipment or operations of such agents, sub-contractors or sub-suppliers and shall not be held responsible for any act or omission by such agents, sub-contractors or sub-suppliers. SGC shall also not be held responsible for the personal belongings or items of the Client even if they are left at the premises of SGC, agents, sub-contractors or sub-suppliers.
9.1 A party shall not use Confidential Information for any purpose other than for the performance of its obligations under this Agreement.
9.2 A party (“Receiving Party”) shall keep confidential any Confidential Information disclosed to it by the other party (“Disclosing Party”) and shall not disclose such Confidential Information without the prior written consent of the Disclosing Party except to its directors, officers, employees, representatives and professional advisors and its agents, sub-contractors or sub-suppliers on a need-to-know basis provided that such directors, officers, employees, representatives and professional advisors and agents, sub-contractors or sub-suppliers are bound by confidentiality obligations not less onerous than the obligations under this Clause 9 (Confidentiality).
9.3 Notwithstanding the provisions of this clause, a Receiving Party may disclose Confidential Information without the prior written consent of the Disclosing Party if required by applicable law or pursuant to an order by a court or tribunal of competent jurisdiction.
9.4 A party shall use its reasonable endeavours to prevent the disclosure of Confidential Information.
9.5 The confidentiality obligations under this clause shall continue in force for one (1) year from the date of expiry or termination of this Agreement unless earlier terminated by mutual agreement in writing.
10. Intellectual Property Rights
10.1 Nothing in this Agreement will affect the rights (including Intellectual Property Rights) in the SGC Materials which are and shall remain vested in SGC.
10.2 To the extent that SGC Materials are used or incorporated into the Services, the parties acknowledge and agree that the Client is licensed to use the same on the terms set out in Clause 10.3.
10.3 SGC hereby grants to the Client a royalty-free, non-exclusive, worldwide licence, revocable only for breach by the Client of the terms of this Agreement to use SGC Materials to the extent necessary to use the results of the Services. The Client:
10.3.1 shall not use the SGC Materials for any other purpose;
10.3.2 shall not modify or reverse engineer or take any similar action in relation to any proprietary software of SGC (except insofar as required for interoperability); and
10.3.3 may grant a sublicence to its Affiliates to use the SGC Materials on the terms of this Clause 10.3.3 provided that the Client is liable for any breaches by them of such terms.
The Client shall indemnify SGC against any and all liability, loss, damage, costs and expenses (including reasonable legal costs) that SGC may incur or suffer arising out of or in connection with the Client’s negligence or breach of its obligations under this Agreement.
12. Limitation of Liability
12.1 Notwithstanding any provision to the contrary, to the maximum extent permitted by law, SGC’s liability for any loss or damage as a result of, in connection with and/or in relation to this Agreement including loss or damage caused by third parties, agents, sub-contractors or sub-suppliers shall be limited to the Service Fees payable under this Agreement.
12.2 Neither party shall be liable to the other party under this Agreement or otherwise for any indirect, consequential, special, punitive or exemplary loss, damage or expenses including any loss of profits or loss of revenue even if the other party has been advised of the possibility of such loss, damage or expenses.
12.3 SGC’s liability to the Client (if any) for loss or damage of any kind shall be reduced to the extent that such loss or damage is caused or contributed by the Client.
12.4 For the avoidance of doubt, nothing in this clause shall be construed as an exclusion of SGC’s liability for personal injury or death caused by its negligence or for fraud or fraudulent misrepresentation.
13. Force Majeure
13.1 Neither party shall be liable to the other party for any delay in performing or failure to perform its obligations under this Agreement (other than a payment of money) to the extent that such delay or failure is a result of Force Majeure. Notwithstanding the foregoing, each party shall use all reasonable endeavours to continue to perform its obligations under the Agreement for the duration of the Force Majeure. However, if such Force Majeure prevents either party from performing its material obligations under this Agreement for a period in excess of six (6) months, either party may terminate this Agreement with immediate effect by notice in writing.
13.2 Any failure or delay by SGC in performing its obligations under this Agreement which results from any failure or delay by an agent, sub-contractor or supplier shall be regarded as a Force Majeure only if that agent, sub-contractor or supplier is itself impeded by Force Majeure from complying with an obligation to SGC.
13.3 If either party becomes aware of Force Majeure which gives rise to, or is likely to give rise to, any failure or delay on its part as described in Clause 13.1, it shall immediately notify the other party by the most expeditious method then available of the period for which it is estimated that such failure or delay shall continue.
14.1 A party may terminate this Agreement at any time for any reason by providing seven (7) days’ notice in writing to the other party.
14.2 A party may terminate this Agreement with immediate effect by providing notice in writing to the other party in the event that:
14.2.1 a party has breached any term of this Agreement and has failed to remedy such breach within seven (7) days of notice in writing requiring it to remedy such breach;
14.2.2 a party becomes insolvent or unable to pay its debts when due or commits or permits any act of bankruptcy, which term shall include:
a) the filing of a petition in any bankruptcy, reorganisation, winding-up or liquidation proceeding or other proceedings analogous in purpose or effect;
b) the appointment of a receiver or trustee for the bankruptcy, reorganisation, winding-up or liquidation of any assets or properties of that party;
c) the making by that party of an assignment, arrangement or composition with or for the benefit of its creditors; or
d) an order made or a resolution passed for the winding-up, liquidation or dissolution of that party.
14.3 The termination of this Agreement shall not affect any accrued rights or obligations of a party up to and on the date of such termination. The Client shall be liable for all Services performed and Third Party Expenses incurred up to and on the date of such termination.
15. Conflicts of interest
SGC reserves the right to terminate this Agreement immediately by notice in writing and/or to take such other steps it deems necessary where, in the reasonable opinion of SGC, there is or may be an actual or potential conflict for SGC to continue to perform its obligations under this Agreement. SGC’s actions pursuant to this clause shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to SGC.
16. Representations and warranties
16.1 Each party represents and warrants that:
16.1.1 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under this Agreement and that this Agreement is executed by a duly authorized representative of each party; and
16.1.2 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under this Agreement.
17. No Partnership
The relationship between the parties is that of independent contractors. Nothing in this Agreement shall create a contract of employment, a relationship of agency or partnership or a joint venture between the parties and accordingly, neither party shall be authorized to act in the name of, or on behalf of, or otherwise bind the other party save as expressly permitted by the terms of this Agreement.
18. Personal Data protection
18.1 Each party shall comply with the Personal Data Protection Act 2012 (No. 26 of 2012) and the EU General Data Protection Regulation (if applicable) at its own costs.
18.2 The Client authorizes, agrees and consents to SGC collecting, processing, using and/or disclosing the personal data of the Client and its employees, officers, agents and representatives for the purposes of performing its obligations under this Agreement and as may be required by law. The Client further authorizes, agrees and consents to SGC taking photographs and audio or visual recordings at events organized by SGC and publishing or using such photographs and audio or visual recordings for the promotion and publicity of SGC’s services. In the case where the Client is a company, organization, entity, partnership, society or association, the Client represents and warrants that it has obtained the consent of its employees, officers, agents and representatives to whom the personal data belongs for the purposes specified in this Clause 18 (Personal Data).
18.4 The provisions of this Clause 18 (Personal Data Protection) shall survive the expiry or termination of this Agreement.
19. Anti-corruption and bribery
19.1 A party shall not offer or give, or agree to give, to the other party or any other public body or any person employed by or on behalf of the other party or any other public body any gratification or consideration of any kind as an inducement or reward for doing, forbearing to do, or for having done or forborne to do, any act in relation to the obtaining or execution of this Agreement.
19.2 A party warrants that it has not paid commission or agreed to pay commission to the other party or any other public body or any person employed by or on behalf of the other party or any other public body in connection with this Agreement.
19.3 If a party or its employee engages in conduct prohibited by Clause 19.1 or 19.2, the non-defaulting party may terminate this Agreement immediately and recover from the defaulting party the amount of any loss suffered by the non-defaulting party.
The Client shall not assign, transfer, sub-contract, sub-licence or in any other manner transfer to any third party the benefit and/or obligations under this Agreement without the prior written consent of SGC (such consent not to be unreasonably withheld).
21. Waiver and Remedies Cumulative
No failure to exercise, nor any delay in enforcing, exercising, on the part of either party, any right or remedy under this Agreement shall be deemed or construed as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof. The rights and remedies provided under this Agreement are cumulative and not exclusive of any rights or remedies under applicable laws.
22. Modifications or Amendments
No amendment, variation or modification to this Agreement shall be effective unless mutually agreed in writing and signed by authorized representatives of the parties.
If any provision of this Agreement or part thereof is rendered void, illegal or unenforceable by a court or tribunal of competent jurisdiction, it shall be rendered void, illegal or unenforceable to that extent and shall in no way affect or prejudice the enforceability of the remainder of the Agreement.
24. Client’s Documents Non-Binding
The Client acknowledges and agrees that this Agreement constitutes the entire agreement between SGC and the Client and accordingly, any terms and conditions stated on any of the Client’s purchase orders or documents shall be rendered void and of no effect.
25. Third Party Rights
A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce or to enjoy the benefit of any term under this Agreement.
26. Entire Agreement
This Agreement constitutes the entire agreement between the Client and SGC with respect to the provision of the Services under this Agreement and supersedes all prior agreements, negotiations and discussions, whether oral or written, in connection therewith.
Any clauses in this Agreement that are expressly stated or by implication intended to survive the expiry or termination of this Agreement shall continue in full force and effect notwithstanding the expiry or termination of this Agreement.
28. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Singapore without regard to its conflict of laws rules.
Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.
Any notices required under this Agreement will be in writing and sent to the persons and addresses stated in the Letter of Engagement. They may be given and will be deemed received if
30.1 by post: two (2) Business Days after posting;
30.2 by airmail: seven (7) Business Days after posting;
30.3 by hand: on delivery;
30.4 by facsimile: on receipt of a successful transmission report from the correct number; and
30 5 by email: on receipt of a delivery or read receipt from the correct address.
A party may change the address for notices by providing notice in writing to the other party.